Ben's Omniverse of Sweethearts
by reclaimer2
Summary: Omniverse-After the Ahniliaarg went off and Alien-X remade the universe there have been a few odd changes to reality,one of which being Ben's girl related fantasies suddenly becoming real,and for a girl crazy celebrity teenager that is quite a lot of them. Now Ben is a lady magnet and has no idea what to do about Benxentire Female cast of Omniverse,BxG,BxJ,BxEster,BxAttea,Bxetc
1. Chapter 1

AN: Update time! As you know or may not; I am Auumaan or at least formerly anyway. I have written Ben's Girls in the past and will continue do so if I knew where to go with it, but I think I have taken it as far as it can go at least for now. I want to do a Ben's Girls fic of Ben Ten Omniverse, which is superior to Alien Force/Ultimate alien in every way imo, note this is not a sequel to BG in any way, but a fresh start featured solely in Omniverse. A lot of girls have appeared in that show that I plan to use; Gwen of course(both loli and adult versions), Ester, Looma(snu snu), Julie Yamamoto, Attea, Molly Gunther (wiki her up she's a plumber woman), K8TY (A Kliniceran girl that's a fan of Ben), Rook's sisters Shar and Shim along with Rayona, Drew Saturday, Sunny, Frightwig, Charmcaster(her omniverse rendition whenever she appears),even Ben's mom Sandra, Elsa from Disney's Frozen(Yes I know that's out of left field but I kinda want it to happen) . This story is a little different but in premise similar, hope you enjoy the story!

Ben's Sweethearts

Chapter One: A day unlike any other

By Reclaimer2(Auumaan)

Somewhere within the space of the universe there floated two humanoid faces of green energy, one being feminine in complexion and appearing mellow while the other resembled a disgruntled face of man always scowling. They both looked on into the vast expansion of stars and planets for a little while before one of them spoke.

"That human made a poor recreation if I may say." The disgruntled one grumbled.

"Now now, I think he did a wonderful job given the situation, it is most difficult to re-make an entire universe after an Annihilaarrg goes off." The feminine one spoke in a soothing manner.

"Be that as it may there are still flaws with his personal recreation that must be attended to, such as infusing some of his own fantasized elements into reality." The scowling one argued.

"Oh I think he'll do fine, he may very much enjoy that particular element even if he had no intent on creating it. As for whatever troubles flow his way I'm sure he'll deal with them accordingly, he is after all…Ben Tennyson.

The universe wasn't the same place it used to be, some of Ben's own deep desires immersed into reality during his AlienX transformation some time ago, just what did change and how will Tennyson react to it?

Elsewhere…

"Keep running, Ester! We almost got him!" Ben called out as he dashed along the road with Rook, his partner, and Ester Kraaho. In front of them a few yards away was a sprinting Zombozo who looked as decayed and filthy as ever, holding what appeared to be a sacred artifact of Kraaho culture.

"Oh he is most certainly not getting away!" Ester declared challengingly and quickly extended her arms up to grab a nearby flag pole to propel herself like a slingshot into the air.

Zombozo warily noticed an enlarged shadow on the road ahead looming over his own, he twisted his head back to see the Kraaho girl descending upon him with her legs together in a bootdive kick.

"It's tough out there being a clown." He cackled nervously before feeling the wind knocked out of him when Ester's attack hit thus sending him tumbling with squeaky clown noises emanating from his body. Ester landed back on her feet when Rook and Ben caught up behind her, but the zombie like villain quickly rebounded and pulled out some bowling pins from inside his suit to juggle them.

"Is he serious or simply playing another ill-conceived joke?" Rook asked cocking an eyebrow before readying his proto-tool in gun mode.

"Both, don't let those hit you!" Ben warned before the clown tossed a couple of pins their way, when they landed small explosions resulted forcing the three to take cover.

"You all should be a little thankful, quality entertainment like this trick is something you have to pay for, he hehehe." Zombozo chuckled as he continued juggling his remaining pins occasionally tossing one at them in sequence.

Ben cycled through his choices of aliens and grinned when he found the one he wanted. "I'll show you 'quality entertainment', Zombozo." Ben called out before activating the watch and turning into a chubby little green alien that looked hungry; Upchuck.

"Show me what you got, you circus reject." Upchuck taunted and patted his belly hungrily as he jumped out from his cover before the clown.

"As you wish." Zombozo took the bait and quickly tossed all his remaining exploding bowling pins towards the little alien.

On reflex Upchuck opened his mouth wide open to let out long whip like tongues and catch the entire barrage of pins immediately ingesting them giving him 'ammo'. Zombozo slouched in stupor at what he saw then tensed up when upchuck smirked and belched out a bright green barrage of energy wads at the unsuspecting zombie clown.

A green smokey shockwave resulted leaving an unconscious and twitchy Zombozo sprawled along the street.

Rook and Ester walked up beside Upchuck, who by now transformed back into Ben.

"I admit that was easier than anticipated." Rook craned his chin in thought before walking over to the clown to put energy cuffs on him.

"You said it, at least he didn't damage the relic, but I wonder why this kind of 'villain' would even bother stealing it in the first place." Ester wondered as she picked up her Kraaho artifact and dusted off.

"He's stolen weirder things before, a dwarf star, a human brain from a lab here in Bellwood, people's souls, etcetera. He's just a nut ball." Ben answered with a confident smile, Ester merely giggled as she always enjoys Ben's charm whenever hes around.

Unbeknownst to them a strange ripple of time/space radiated throughout the sky causing a change in Ester's demeanor; suddenly she eyed Ben with more than just one emotion but instead a growing desire to ravish him.

Ester mewed and felt even her body spark a sweat as she bit her bottom lip and squeezed her thighs together, it felt like suddenly she was in 'heat' and wanted to have full blown intercourse with Ben right then and there like these thoughts were second nature to her.

'Have I always been this needful for that kind of sensation with Ben? I mean sure I've fantasized about him many times before, but now its like I can't even control myself.' Ester thought to herself feeling herself sweating, which sparked perplexed interest in Ben.

"Ester are you feeling alright? You're sweating…? I always thought that was impossible for you." Ben asked concerned and curious as he walked up close to her, she averted eye contact and looked to the side blushing.

"Ben, can I borrow you for a little bit? I need some help with something super important." Ester struggled to say while keeping herself in check, Ben looked briefly confused then simply shrugged nodding with a smile.

"Sure thing, always happy to help." Ben answered and looked back to Rook, who was putting Zombozo into the backof his Proto-truck. "Don't wait up for me, partner, got some stuff to do, okay."

Rook nodded in approval and shoved Zombozo in before shutting the door. "Do what you need to, Ben, I will handle escorting the prisoner to HQ." he said in his usual friendly manner waving Ben off before entering his truck.

Ben looked to his side at a bashful Ester Kraaho who then grabbed his left hand to lead him in a certain direction. "So Ester, where are we going?"

"First things first; we return this to the hotspot and then…I can show you." Ester said cheerfully a she and Ben made their way through certain directions leading past Undertown to the Kraaho settlement.

They returned the relic and Ester lead Ben to her own home, which was a personal tent outlined with pink features here and there which matched her color scheme. Inside it appeared more spacious than it would outside, almost equivalent to a master bedroom, but more culturally elegant.

"Nice digs, so what was it you needed help with? I'm pretty sure we rebuilt the last bit damage Looma did here last time around." Ben wondered and noticed Ester placed a protective locking seal on her door, these huts may look like huts but they were still sophisticated settlements.

"Ester?"

She was eerily quiet as she approached him, they were face to face with hers baring a mixed expression of longing and shyness. She cusped the side of Ben's face and slowly pushed forward to connect her lips with his own hoping he wouldn't back away, but Ben despite being caught off guard simply returned it profoundly.

She was inwardly blushing and savoring the joy of him accepting it, he wrapped his arms around her deepening the kiss. This went on for a little bit until she slowly disconnected her lips from his. Ben was blushing too yet managed to ask; "Ester…w-what is this? Not that I'm complaining of course."

She pushed a finger to his lips to shush him. "We're doing something I always wanted to do and I can sense you want it too."

Ben was quiet for a second then slowly nodded, his teenage hormones making the decisions for him. "You're right….i think I do."

They returned to locking lips with increasing sensuality, Ben wondering what higher power programmed this outcome to be, the irony is that it is unwittingly Ben/Alien-X's doing.

In a matter of minutes Ben sat down on her bed nearby while Ester strutted and posed seductively before him as she was now about to strip.

The pink skinned alien walked seductively and swaying her hips as a show for Ben reached her arms around herself to begin undressing. The all-star hero simply sat on her bed dumbfounded yet eagerly waiting for more, of course his attention included the hardening bulge underneath the fabric of his pants.

Her arms stretched around to pull her hooded coat over her head to show her bare light pink back to him, of course there several Kraaho marks decorated along her back similar to the ones on her face too. It just added to exoticism of her lithe form, she was left only in her stockings and a dark purple thong, but before she would discard those articles of clothing she turned around to fully display her nude chest to Ben.

If Ben were in an anime he would pass out from a nosebleed, Ester's tits were perky B-cups from which the sight alone made Ben want to suck and fondle them.

"Hmmm, like what you see, Ben?" Ester whispered seductively and closed the distance between them to press herself against his sitting form. Her slightly chilly skin brushed up against his face which signaled him to put his hands around her back and nestle his face against her delicious tits.

Ester was blushing profusely and clasped her elegant pink hands around his hand signaling him, soon his lips were wrapped around her right nipple in a gentle yet strong suction. She bit her lip again in moist anticipation and egged him on while he grabbed her other breast with his left hand, Ben was making soft sucking sounds with his treatment of her breast like he was lost in fantasia. He couldn't get enough of it and neither could Ester, she needed to have all of him.

"Undress me, Ben." Ester breathed with some puffs of cool air coming out of her mouth, Ben looked up at her face from her chest with bedroom eyes for a moment then nodded. "Do it and do whatever you wish."

His hands trailed down to her supple buttocks and with fingers hooking underneath the hem of her panties he tugged them down to her ankles. She kicked them away and let Ben move back to get a good look at her glistening folds, she had some frosty pubic hair but she looked exquisite and Ben's inner beast was starving.

Ben moved himself down to his knees and moved closer to her hips, Ester got the idea and hiked one leg up over to the bed giving him an opening. He waited no more and placed his hands against her inner thighs while his lips touched the soft flesh of her clitoris.

He gently nibbled at it and inserted a couple fingers from his right hand into her opening, he heard Ester holler loudly as though he touched a very special button, of ceruse he continued steadily becoming bolder and soon enough Ester felt a slimy spongy extension worm past her folds into her sensitive womanhood.

"Hooahh! Ohh Ben!" Ester couldn't resist moaning so loudly but quickly bit down on her left fist to keep from grabbing any unwanted attention. Her hips gyrated forward and backward in motion as if she were face humping Ben's head, his mouth suckled and tongued her out in slow enticing motion. She was close and moved her body forward so that Ben would be signaled to lie back down on the bed with the Kraaho princess straddling his face.

The bedspring creaked a bit due to Ester humping her hips down and up on Ben's head while he squeezed her buttcheeks during his eat out session. This went on for minutes until Ben made one last fingerbang into her snatch which caused Ester to loudly howl in pleasure before thighs clamped and her body thrashed in wild orgasm.

She undulated wildly feeling her pussy muscles tighten and convulse with Ben's tongue worming around her crevice tasting up her juices. Her body continued shuddering and thrashing until she gradually slowed to a finish.

"Ah…!" Ester sighed in pleasure and tumbled to her side to lay on her back on the bed, she looked to the side at Ben with utmost love in her eyes before curling up next to him. "Ben…. that was magical."

Ben, whose face was coated in moistness pulled himself up and looked back at her with bedroom smile. "Oh I'm not done yet." He was too lost in the haze of lust/love to wonder about what created these circumstances, but his more hormone driven part of mind said 'who cares'.

"I wouldn't expect you to be." Ester whispered in a sultry fashion while Ben stood up and undressed before her, after a few seconds with the final piece of clothing falling to the floor Ester licked around her lips.

Ben's ten inch pole sprung out for all of creation to see while a confident looking Ben slowly crawled his way towards her upon the bed. Face to face; Ester cupped his head and pulled him into a loving tongue invading lip lock, inside the caverns of his mouth two tongues wormed and slathered over each other in heated dance.

Ester then used her stretching abilities to extend her arms like taffy around the nape of Ben's neck and middle back to further pull him into her embrace, needless to say he liked it a lot. His rod poked gainst her navel impatient for action, after she breifely borke the kiss she engaged his view and nodded, with a smile and a guiding hand Ben propelled his length into Ester's pussy.

"Mmmngh!" she moaned in pain with her mouth shut to deter from any screaming. Ben's pole buried itself more and more into her womanly passage after breaching her hymen, after a few seconds she adjusted to the pain and let him know she was alright.

Before he would continue to slam his meat pole into her Ester got mischievous and stretched her legs like rubber bands over his butt and legs to wrap themselves around him completely.

"Oh my god….! This feels even more amazing, Ester!" Ben exclaimed at the feeling of unmatched pleasure of having his cock buried to the hilt with her legs and arms literally wrapped around him.

Soon enough he was slamming his entire weight down upon her frame, Ester had an expression of pure euphoria as her love fervently slammed his meat down into her like a jackhammer. She moaned loudly every so often while Ben grunted like an animal and humped like one too; pink skin and light skin tangled together in sweaty ecstasy in a dance of desire that continued on for a little more longer until both of them felt the orgasmic rush.

"Haaauugh..! Ester I'm… I'm cumming..!"

"Me too, Ben! Together! Stay inside me no matter what..!" Ester cried out determined to keep her legs wrapped tightly around Ben's lower body while his hips slapped forth rampantly into hers. His dick was buried deep with every glob of sperm being spewed into pussy, into her womanly depths. He continued cumming for a little bit until he was done and so was Ester, her legs and arms unwrapped themselves from around his form as they both lay together in a sweaty bliss.

They both were breathing heavily and Ester curled up to Ben in the naked afterglow comfortable her impulsive choice.

"Ben, .Amazing." Ester mewed with her hands rubbing his chest.

"You were amazing, Ester. Way to put those powers to some creative use, but I have to know; what made you decide to 'jump into action' like that? We weren't on our second date yet." Ben asked curiously, but Ester simply shrugged and smile.

"I don't really know for certain, I guess I was finally brave enough to act out my long held fantasy of being with you. It may be strange to say that even if other girls give in to this kind of impulse with you or vice versa, I don't think I'd mind at all. I wouldn't mind sharing as I can have some of you to myself." Ester spoke without hesitation leaving a bewildered Ben whose inner libido was dancing with joy.

"That's… a heck of a thing to say, Ester, how would you know if other girls would jump on me or that I would even cave in and let them? You would be okay with that?"

She didn't waver and instead pulled him into a searing kiss. "Intuition I guess, and yes I would, its time we start being braver like you and accomplish fantasies we never thought we would do."

Ben was a bit stunned but slowly grew a smile and nodded in agreement. "Yeah… I think you are right, but for now let's just enjoy each other in this moment." He said pulling her closer to him to rest her head on his chest.

"Yes lets."

End chapter

Next chapter: Gwen

AN: Okay here's the rundown; I already explained what this fic is going to be about and I intend to continue BG as well. I'll be blunt I know I haven't updated it for a long ass time and I truly apologize for that, I honestly lost my spark for writing and was a little depressed from being a rut for a time being. Holiday stress, family drama,etc, lots of problems on my plate to say the least but at least now I have found my motivation and drive again to write. I shall overcome the laziness and lack of spirit that once consumed me and make good on my promises. I know that doesn't mean much after my failed promises before but I'm gonna try, plus I have 'Pokeerotic22' to thank in part for me getting my mojo back. His commitment to the fanservice with both Omniverse and UA inspired me again, FYI if you must know I gave him my blessing to make a 'Ben's Girls' fic of his own and glad ppl like it. Update coming soon, everybody, stay tuned. Update for both BG and this one I might add, and I am going to follow through with my Kingdom hearts harem fic. laterz


	2. Chapter 2

AN: Update time! To answer some of your questions:

-Yes Six six's sister; Eight eight is a given in this story, It'll be fun to use her along with Attea in a threeway, plus as a massive Mass effect fan myself I suppose inserting an Asari and Quarian would be a pretty sweet idea, so yes I will insert them two alien womenz.

-As for the Omniverse vs UAF comparison, while I agree to disagree on many of the aforementioned things I can say the team that did Ultimate/Alien force wasn't the same as the guys that did the original series, UAF was horrendously terrible in every aspect; forcing Gwevin romance down everyone's throats, retcons and random personality changes all the time, bland as fuck designs and cheap Bruce timm imitation style art style, always fighting at night, teen drama crap, etc. I could go on, lol, my rage for that version of the show knows no bounds, but Omniverse is delightfully more enjoyable imo. Just my two cents.

-If anyone has any ideas on what they want to saw feel free to leave it in a review or PM, this story will have a little more coherency in plot than BG and thus will have explored multiple universes, for example(small spoiler right here) Ben going to the Transformers animated universe and getting with Sari Sumdac. (they're both Derrick wyatt's art creations and fit quite well.)

Anyway now on to the show!

**Ben's Omniverse of Sweethearts**

**Chapter Two: Gwentastic past and present**

**By Reclaimer2**

"In your mind's eye lives a memory

She couldn't explain it; Gwen Tennyson couldn't explain why she felt something 'change' when she was sitting in the college courtyard reading a psychology book. She looked up at the sky lighting up her eyes a bit with her mana powers, she felt some sense of a space/time rift ripple throughout and quickly enough ceased and grabbed her head in slight pain as new memories replaced old ones. In her mind Gwen's memories waved by instantly only to be replaced with similar ones that only barely appeared different at all; somewhat pleasant memories replaced otherwise unassuming ones she had with the young hero.

One memory lead to another and another until Gwen dreamt a completely vivid one that felt as though she traveled back through time itself.

'_What's…going on?'_ She thought seeing her vision blur in an ambient haze of violet and green energy streaks.

**Six years ago…**

The same mysterious space rift rippled through the skies above a forest where an annoyed looking eleven year old walked towards an RV carrying a pile of firewood.

"I don't get why Grandpa always asks me to get the firewood. Its not like Gwen couldn't also help while he starts cooking his 'dinner'." Eleven year old Ben Tennyson complained holding a dozen various wood logs and shuddering at the thought of Max's meals, if they could be called that.

After setting the pile of sticks down by the campfire the eleven year Old's ears perked up when he heard 'something' coming from the Rustbucket. Being the curious one as always he shrugged and quietly sprinted over to one of the windows to investigate; placing a rock to boost his height up to the side window of the RV Ben stood on his tippy toes to see what the noise was.

Upon being closer to the RV he heard a girl's voice panting and moaning in delight, Ben now started to feel hesitant about to investigating, he knew it could only be Gwen in there on the can perhaps.

'Doofus? I wonder what she's up to?' he thought smirking and stood higher on the rock only to find the window shades closed. Ben pouted then eyed his Omnitrix before smirking and popping the dial.

"If I can't see inside then I'll just have to be inside." Ben brought up the glowing icon of 'Ghostfreak' and brought his palm down to transform in the usual green flash. He became the grey freakish spectre and quickly turned transparent as to phase through the walls towards the back of the RV. He kept his invisibility mode on as he floated further only to see a sight that made his purple eye nearly pop out of its hole.

'…I was not expecting this.' Ghostfreak said to himself gazing at the sight before him; on the lower bunk bed lay Gwen with her blue shirt raised up over her small mounds that were her breasts and with nothing being worn down below. Her white pants were tossed to the side along with her kitten head panties, her shoes remained on, but most notably her bare lower body with lithe elegant legs and bare prepubescent sex caught attention. Her left hand was down below between her smooth pussy lips rubbing all around while occasionally sliding her two main fingers into her tight quirm, her right hand however cupped her breasts alternatively. The expression on her beet red face was something Ben would never get out of his head; she was blushing and biting her lip in sexual excitement while she masturbated herself. Her eyes were closed and her hair slightly messy while her hips started bouncing up and down on the bed, soon she was opening her mouth in loud moans as she called one particular name that put a shock in the boy's body.

"Oh…oh…oh BEN!" Gwen cried out thrashing around with her hand fingerbanging her small cunt as juices squirted about.

After settling down from her orgasmic high Gwen relaxed on the bed breathing hard with a contented sigh, until…the ever-so-familiar beeps of the Omnitrix timing filled the air causing her to bolt upright.

'Oh no! Worst possible timing! Stupid watch!' Ghostfreak wisped before the red energy flash engulfed him leaving little Ben standing there awkwardly with Gwen, having an entirely red face, quietly frozen in place.

That was until they both snapped out of their awkward trance with Gwen going first. "Doofus!? Get out of here!" She shrieked covering herself up with arms in futility as a panicked Ben scrambled out of the room with Gwen immediately shutting it behind him.

Both Tennysons were on either side of the door leaning against the surface wondering just what the hell happened. Ben didn't know what to think, when it came to embarrassing situations like that he would always poke fun at his cousin for usual laughs, but this time it was different in ways he couldn't explain.

Awkward silence filled the air for a moment until Ben spoke first; "Soo…Gwen, was that what they mentioned in school when they showed us that Sex ed video?" He asked not sure what to talk about.

On the other side, Gwen clutched her pants tightly to her chest clearly embarrassed wishing this walk-in never took place. "Why were you spying on me, doofus?" She asked bitterly.

"It's not like I meant to, I was just out picking up lousy firewood when I heard you making weird noises in here. I went Ghostfreak to get a better look, but I had no id-"

"Are you going to laugh at me?!" Gwen cut him off looking to the side. Ben stopped in his tracks, honestly he didn't want to, when he heard her call out his name he figured it wasn't something to laugh about.

"…No…I mean I thought you looked…cuter with a face like that. I can't believe I'm saying this but I can't stop thinking about it…" Ben looked off to the side and added; "…can't stop thinking about you, Gwen." His more immature ten year old self wanted to raise hell about cooties, liking girls, or the grossness of what he was thinking about, but for some reason eleven year old Ben felt more mature about what he felt.

Gwen's head bolted upright apparently frozen in shock at what she said, for a moment she had no point idea how to approach this situation aside from letting her left hand move to the door latch to unlock it.

Ben moved himself off the door when he the clicking noise which led to it being opened, when it did he saw a flustered Gwen looking bashfully at him with Ben feeling the same way. Of course he also couldn't take his eyes off her half naked form.

"…Like what you see, doofus?" she asked a slackjawed looking Ben who slowly nodded, eyeing her bare lower body showcasing her youthful preteen snatch/elegant legs, and approached.

"So where do we go from here? I mean do I-"

"Do you like me, Ben?" Gwen interrupted asking seriously. Ben hesitated for a second and thought to himself; 'Do I have a crush on the dweeb?' his heart sped up a bit until on impulse Ben quickly grabbed his redheaded cousin and pulled her forward to where his mouth connected with hers.

Gwen's eyes went as wide as saucers when he did, but she didn't make any effort to pull away or push him back, instead she let her clutched pants drop to the floor so she could pull her arms around his back.

The two Tennysons deepened their embrace as they lovingly continued their lip-lock, both with faces red with heated romance. Above in the sky neither had an idea that the direct cause of this unexpected circumstance originated from far away in a different time.

After a few seconds more of lip wrestling the two let go and looked into each other's eyes knowing that both wanted whatever this could be called to be long lasting.

Gwen moved her dainty right hand down to the hem of his cargo pants, before proceeded she looked back to Ben who nodded quickly, she smiled at his eagerness then undid his zipper/button letting them drop.

Ben shuddered when he felt Gwen's soft fingers pull his erectile flesh tool into her palm to gently squeeze. "Oh…yeah…that feels great, Gwen." Ben moaned before Gwen leaned forward to put her lips on his again.

To repay the favor she was giving him Ben decided to move obth his hands up to her chest and lightly grab her budding mounds. When he touched those soft developing breasts he felt Gwen mewl in appreciation while they continued masturbating each other.

After a couple of minutes of pleasuring each other with their hands they moved entangled embrace to the bottom bunk bed Gwen pushed her cousin lightly onto the surface to crawl over him with a gaze of lust/love written on her face. Ben was blushing too and noticed she was moving herself south of his torso where her face snuggled against his under area.

'Is she going to do what I think she's going to do?' Ben wondered in excitement, he knew of a few things regarding sex due to some of the more rowdy boys at his school on top of many misdirected internet links.

Gwen's lips blew some air along his shaft before making skin contact, Ben was getting excited more now at feeling the soft touch of her warm lips, she began kissing along her cousin's hard shaft with her hands groping his nutsack.

Her mouth moved to the tip where it opened up wide to where Ben could feel her warm breath on his meat, her green eyes looked up to his eager pleading face before closing them and pushing herself down.

'Huah! Crap that's something else!' Ben thought exhilarated at feeling Gwen's tongue squish against the underside of his dick before slowly twirling around his meat entirely. She sensed his excitement and pleasure at her treatment which only encouraged her to bob her red head faster/harder against his pelvis.

"Gwen…!" Ben grabbed her head with his hands while she continued slamming her head into his lap, Gwen herself clenched her thighs together for she was getting immensely aroused by this as well and planned for Ben to 'treat' her in turn.

Little did either of them know that Grandpa Max was setting up the picnic park table just outside after finishing cooking his peculiar meal for the night. He wondered where the kids might be and figure them to be inside the Rustbucket fighting over getting to use the shower or something like that.

'Those kids, heh, I better go check on them and make sure they don't make a mess in there.' Max thought to himself before walking towards the RV.

Meanwhile inside Ben was thrashing his hips in reaction to Gwen's sucking and soon felt the urge to let loose, but when he heard the door latch unlock they both panicked right on cue for Ben spewing spurts of white goo down Gwen's throat.

Ben being in panicked mode held her head down in the midst of euphoria while Gwen gulped down every last drop. He breathed a sigh of content when he finished and soon found Gwen's left fist smack him upside the head.

"Doofus! You nearly suffocated me!" Gwen huffed regaining her breath and wiping his essence from her lips.

"Sorry, Gwen, it just felt so good, but also I think Grandpa coming inside! We gotta clean up quick!" Ben exclaimed noticing the door opened with their Grandfather stepping in. Gwen now had the same look of panic on her face and both of them hurriedly redressed at amazingly high speed. Fear can certainly motivate a person.

By the time Grandpa Max came into the sleeping den of the RV he found Ben sitting the bottom bunk bed reading a comic book and noticed Gwen sitting on the top bunk pecking away at her laptop, both looking nonchalant.

"Hey Grandpa, how's dinner coming? Please tell me us its dead and not squirming with tentacles." Ben commented looking up from his comic along with Gwen.

Max chuckled scratching the back of his head. "It'll be ready in about five minutes or so, I just came to check to see if you two were fighting again. Glad I was wrong."

"Us fight? Pft, we're past that, Grandpa. You don't need to worry about that anymore." Ben said honestly with Gwen nodding in agreement.

"I'd like to think we both matured since last year." Gwen added.

"Well, dinner will be ready soon so come on out when you're ready to eat." Max finished before leaving the sleeping den to exit out the RV.

Gwen jumped down off her bunk and stood with Ben, both with serious looks on their faces.

"So…where do we go from here? Do we try to be something or pretend it never happened?" Ben asked nervously.

Gwen looked hesitant for a second before moving in to pull him into her arms affectionately. "I think we both know what we want, Ben. Let's just take it slow for now and see if it's in the future for us, I want to see if we can truly be like 'this' for a long time." Gwen spoke sincerely letting him nod a bit before planting a chaste kiss on his lips.

So they stayed like that for a little awhile before walking out to the door hand in hand, from then on they never fought or argue unless it was a typical girlfriend/boyfriend kind of argument. Where regular unassuming memories originally were in the history of their past now were replaced with more pleasant ones of the two sharing more joyous loving moments together in secret.

However one last brief memory flash at the end showed what had happened to have made a divide between the two; maturity and fear. Gwen at age thirteen called off their little taboo relationship in fear of not being possible to keep in the real world. Ben was a little heartbroken, but he admitted that the childhood romance was fun while it lasted and reluctantly agreed with her. Both were just confused but if they told each other they have truly 'loved' one another then the break off might not have taken place.

Back to present…

The vivid dreamscape ended with Gwen waking up and finding herself huddled up in a fetal position atop the green grass of the school courtyard. Her face was sweaty; she got up on her knees and looked blankly at the sky until a small tear leaked out of one of her eyes. Her hands clutched tightly at her plaid skirt and Gwen bit her lip thinking regretfully as to why she suddenly remembered that particular memory so clearly. One thought came to her mind as she had her revelation; "I-I need to see Ben…right now."

"…I think I made a huge mistake." She mumbled to herself suddenly changing her forlorn expression to one of determination as she stood up, shut her book, and sprinted in a certain direction to find a certain person and say something she should've said years ago.

Elsewhere…

"You are looking quite content I've noticed, did something happen between you and our Kraaho friend?" Rook inquired looking to the side at his partner; Ben who simply looked mellowed and content kicking back in the passenger seat of the Proto-truck.

"You could say that, but a gentleman never kisses and tells." Ben stated smirking.

"Ah so it was a kiss then?" Rook deduced.

"A lot more than that, my friend, a lot." Ben added then suddenly widened his eyes before slapping his own forehead.

Rook was chuckling. "I believe you just now told me, not that i ever took you for a gentleman to begin with."

"Ha ha, very funny." Ben retorted as they pulled up to his house on the side of the neighborhood road. "Well this is my stop, same time tomorrow, partner. I just hope something else interesting happens instead of dull patrol duty." Ben added getting out of the truck about to close the door.

"Indeed, but patrol duty has its ups despite being incredibly uneventful." Rook returned when he noticed the dark skies above darkening. "It seems rain will come soon, shelter would be wise. See you tomorrow, Ben."

Ben nodded and closed the door as the Proto-truck drove off right as it started raining. 'Heh, good call.' Ben thought making a dash to his house and opening the door to let himself in.

Getting inside he closed the door and shook himself of some of the wetness when he heard a knock on the door behind him. 'Hm? Maybe Rook asking for some of mom's cooking to take home and eat.' He thought when turned around and pulled open the door to find someone he certainly didn't expect to see; Gwen.

"Gwen? W-what are you doing here?" Ben asked a little too surprised to notice she was soaking in rain; her short red hair an attractive wet mess, her college clothing drenched, but what really caught his attention was the odd look in her eyes.

"Got a minute, Ben?" She stoically asked as Ben quickly let her inside out of the rain when he remembered that she wasn't using a mana shield to keep herself dry.

"I always have time for you, Gwen. What's up?" Ben asked letting her in to sit in the living room on one of the couches.

"Didn't want to bring Kevin with you? Or is this family related business?" he asked noticing the absence of his other best friend who usually accompanies Gwen wherever she goes. To Ben he was never really bothered by them dating, Kevin turned out to be a better person and truly turned over a new leaf. To this day he is still a reliable ally and friend, but with Gwen they were a rather odd couple.

Gwen looked up at him with a slightly confused look on her face, cocking an eyebrow she asked; "Why would I bring Kevin with me? We only meet him up along with Grandpa Max whenever there's hero business to deal with."

It was his turn to be confused. "Ookay, doesn't he usually come with you every time we reunite? He is your boyfriend, isn't he?" he asked like Gwen was suddenly taking crazy pills.

This time she looked taken back as if what he said shocked her. "Are you sure you're not taking crazy pills? Kevin's not my boyfriend, he's only our friend, there was never anything like that going on between him and me."

Ben looked deadpanned and mentally muttered 'Okay, time to stop this oh-so hilarious leg pulling.'

He was about to speak when suddenly he crumbled to the floor groaning in agony and grabbing his head in pain the same way Gwen had.

"Ben!" She rushed over and pulled her cousin up into her arms as whatever was happening to his body was running its course.

! Images and memories were changing inside Ben's mind, from where he and Gwen were younger and had dated to where they broke it off several years later. The small pain of her telling him that they had to be real about their lives and future came back to sting him in the heart, but the imagery of memories blurred on to where the DNAlien invasion occurred with Kevin Eleven fighting beside the two with no romantic indications between him and Gwen.

When the seizure he was having ceased Ben looked into Gwen's emerald eyes and felt the desperate urge to make love to her right then and there, but restrained himself. 'History…changed…I remember the old memories and the new ones too, but Gwen only remembers the new ones. The ones where she and I…used to be a thing.' He mentally deduced and stood up with Gwen keeping the embrace.

"Gwen… I remember now, everything about how we used to be a couple and then we went our separate ways not long after. Is that why you came today?" He asked receiving a nod from her.

"Ben, my powers did detect something strange and then these memories hit me like a tidal wave, they seem new but they also seem like how things should be. We'll investigate later, but right now…I…know what I want and I'm not afraid anymore. I remember how happy I was being with you and now I want that back as it should've been for us, Ben. I want you…" She declared boldly causing Ben to look flustered. She wasn't letting go of his hands either, and her face kept gazing at his.

"I love you, Ben."

'Gwen…' Ben felt his heart flutter at her words, it didn't lie and it knew that he wanted to love her as well, yet he couldn't help but feel that something supernatural took hold of all this. 'It doesn't seem like she's brainwashed or anything, but almost like history came back to bite us both in the asses.' He thought practically feeling the tingling of her breath coming closer.

'Ah to hell with it!' Ben thought letting his heart do all the talking. He grabbed her by the shoulders and pressed his lips against hers in a heated open mouthed kiss which she eagerly accepted.

Fortunately Ben's parents weren't home for this would certainly escalate right here in the living room.

The two were going at it like years of repressed sexual tension had been unleashed; his left hand went up her mildly soaked blue shirt to her chest where he eagerly fondled one of her C-cup breasts. His other hand stayed firm on her posterior as she hiked her left leg up around his waist, lips sucking lips and tongues battling for dominance the two continue making slow love until they tumbled off the couch together and onto the floor.

Briefly they broke lip contact and stared into each other's eyes, Ben cupped the side of her face lovingly and smiled. "I…I love you too, Gwen."

Upon hearing those sincere words of his her eyes watered as she smiled in acceptance.

Peeling up her shirt to unveil her braless busty chest Ben gazed upon her well-developed tits, her knelt down to take her right nipple into his mouth gently while he squeezed the other breast.

She mewled and closed her eyes in nirvana letting him continued his treatment of her body, during this she reached her own hands down to her thighs to slowly pull her skirt high up to where her panties showed.

He continued servicing her breasts to her delight when she gently pushed him up to look him in the face, taking off her glasses and giving a beckoning gesture with her right hand Gwen signaled something very special to her lover.

"Let's do what we never thought about when we were younger, Ben. Let's finally 'be' together, don't make me wait any longer, because I've waited far too long for this." Gwen spoke heartily to him.

He nodded and both of them got up, Gwen sat on the couch quickly peeling down her panties to kick to the side before placing her legs apart in front of him.

'Oh wow…' Ben was in awe of seeing her more developed womanhood glistening in anticipation for his phallic tool. Wasting no more time Ben undid his pants and let his erectile length of flesh stand long and proud.

In another minute Gwen held a stinging expression as Ben gently penetrated her womanly barrier, his sausage burrowed deep into her fleshy cavern almost perfectly fitting. Her left leg hiked up into the air with Ben atop of her pressing his hips against hers then slapping backward and forwards causing her to hold her mouth open wide in quiet bliss.

Her arms held locked around his neck with her ample tits squishing against his chest as her body rocked against his on the couch. The slapping sounds became more frequent and louder, Ben couldn't believe how long he lasted so far in regards to Gwen's tight quirm sucking him in more and more.

Her red hair being slightly messy due to the rain just added to her sexiness as Ben looked into her eyes ever more grateful how this came to be.

The couch began rocking more and their clothes became more uncomfortable as they went on in strength, Ben pulled off her shirt and tossed it away before pulling her up to sit in his lap where she bounced on his cock energetically.

Gwen felt her toes curl up as her orgasm rose up and overtook her, letting out an almighty scream of climax her pussy muscles convulsed wildly on Ben's sensitive pole which in turn broke the dam.

Ben held her tight against his body while his hips popped like a piston, and with his meat hilt-deep in her pussy, deposited globs of potent cum deep into Gwen's womanly depths. His hips felt like they would never stop jumping against Gwen's, but eventually they relaxed together with their climaxes subsiding.

Gwen pulled Ben's face up from her chest and sucked his lips onto hers in a slow loving embrace.

After reluctantly breaking the kiss the two Tennysons smiled at each other feeling similar to how they were in the past.

Though both of them, in the back of their minds, did ponder on what mingled with the time/space fabric that resulted in their pasts being changed without immediate disaster. They were too lost in the moment of intimacy to think about it for the moment, but that answer would come in and of itself soon enough. Perhaps to Ben's dismay.

End chapter

Next Chapter: Looma's in town

AN: I hope this chapter didn't get too weird for anybody, I'm trying to keep things a little bit fresh here and there. FYI that also pertains to acts of sex, I'm going to be a bit more creative to avoid stagnation. This chapter highlighted on more accurately on Ben/Gwen chemistry that existed beforehand and so on, all of us Bwen fans felt it should have happened. Welp, everybody, please leave any thoughts, suggestions, comments, or reviews if ya have any. Laterz.


	3. Chapter 3

_AN: Update time!_

_-To the readers; this is FICTION, nothing real about it so i don't see the harm in writing what i write about in this story if these cartoon fabrications are just that. I'm not a monster in real life of any sort, so any who feel that 'Boundaries' are being crossed in FICTION about cartoon characters rethink what you're implicating of me. I write because i want to, there is too much stagnation with imagination and fan fiction especially as of late. Stories like mine would apparently get removed from this site because of content, but yet i see trillitons of Yaoi fics out there with just as much if not more explicit content than mine, add to that darker stories featuring very unpleasant premises. I've always noticed there are hardly any stories like Ben's girls out there anymore, unless you find them in the naruto section, but for other franchises where fans DO want them I've seen none. so i make it my business to write harem/smutty fics of franchises i like for they are most extinct in this otherwise stagnant environment of writing and imagination._

_-On a lighter note, apologies for last chapter's weirdness, my writing mojo must've been off mark that time, but the show will go on. if anyone is wondering,Yes, i am bringing a renewed version of Conner's gals, as well as my Kingdom Hearts fic, and maybe Danny Phantom. a friend of mind pitched that last idea awhile ago and i haven't followed through with it yet. i intend to update faster now, i am sorry for making readers wait, life troubles get in the way sometimes, ya know. well enjoy the chapter._

**Ben's Omniverse of Sweethearts**

**Chapter Three: Looma gone wild**

**By Reclaimer2**

Goal: Looma comes to town trashes here and there with Kevin in mind, Gwen, Ester, and Ben defeat her with Ben landing final blow. She gets infatuated with him and takes him aboard her ship to have him fuck her. Ending chapter with Paradox teleporting inside bedroom with urgent news for Ben.

Holding hands and walking down the street to Ben's usual mister Smoothie spot where the two cousins now turned lovers spotted their mutual friend Kevin Eleven leaning against his chair waiting with a smoothie in his left hand.

Gwen was quietly snickering beside Ben as they approached their thuggish friend with lack of subtlety.

"Shouldn't we tell him? I mean he'll figure it out soon enough, y'know." Gwen whispered leaning in to Ben's side.

"Nah, let's keep it hush hush for now until he does. Knowing Kevin it'll be a while before he notices, besides i kinda like the idea of having the mischievous kind of privacy when no one else has a clue. i don't know why, but it's exciting." Ben was a little giddy, though he was still in the dark about recent events he couldn't but help but enjoy them in stride. First Ester, and now his childhood love Gwen, he wondered if winning the lottery would be next.

"Yo Kev, long time no see." Ben addressed smiling gently breaking from their hand-hold.

Kevin, who was sipping a mister Smoothie drink, looked at them with a friendly nod. "Sup, you two. Thought it'd be fun to hang out again like in the good old days, i assume?."

Ben nodded. "That's the plan, we all some time on our hands for the moment, why not enjoy it?"

"My thoughts exactly. Let's just start by having smoothies together over here and see where the day takes us. hopefully we can have just a normal day without some craziness add to it." Gwen chimed in looking to the two hopefully before hearing her disappointing answer from the guys.

"Or..."

"We could bust some heads!" Ben and Kevin said in unison bumping fists like meat-head brothers clearly pumped up in excitement which resulted Gwen slanting her head sighing 'boys'.

suddenly all three heard a faint whirring sound coming from above them. "Did you two hear that? or is it just...me?" she looked up to see an alien craft that resembled a hot rod muscle car hovering just above Kevin's car with frontal weaponry charging up.

"Look out!" Kevin called out as all three went into alert mode when the craft started firing energy shots at the car as well as the trio.

small explosions from the blasts resulted from bouncing off Gwen's mana shield, which she raised just in time, while Kevin's car however...

"Nyagh! My car! What is it about this town!?" Kevin grabbed his head yelling in anguish. Gwen held up her shields and smirked re assuredly to Ben standing next to her at the ready. The car had seen better days but it was still functional.

"Let's get to the car and quick!" Gwen suggested, Ben however was scrolling through his selection of aliens on his watch to use for the situation, but before either of them could take action, the Proto-truck screeched to a halt in front of Kevin's car.

the passenger side door opened quickly with Rook Blanco urging them inside. "Get in! Quick!"

Ben grinned in gratitude and nodded to Gwen and Kevin before all three make a dash to the truck before the craft fired more shots.

Soon they began a chase between the ship and themselves throughout the city all the way through Undertown until it was revealed who was chasing them; A Tetrmand warrior Princess named Looma Redwind. She had come to claim Kevin by right of marriage since he agreed to it in order to acquire indestructible Tetramand automotive tech. (We've all seen the episode, no need to rewrite it into this chapter. By the end of the episode is where it kicks off)

Later within an arena...

"It looks like Tennyson is victorious! Great news!" Looma's father declared as Fourarms stood triumphantly over Looma, who was barely standing back up after defeat.

Gwen, and Kevin(especially Kevin) cheered for his win, but while Fourarms pumped his left pair of arms high in the air he heard a jaw dropping statement that froze him on the spot.

"At last my daughter has found a very worthy suitor! He's even a Tetramand...sometimes." Gar said glowing with approval.

"Uh...what?" Fourarms asked quietly almost speechless and still frozen in place when Looma got up and hugged her arms around his neck like an affectionate girlfriend.

"Marvelous battle, love! I knew that Kevin wasn't husband material." Looma cheered saying the last part glaring disapprovingly at Kevin from across.

"Hey!" Kevin retorted mildly offended but certainly wasn't about to forgo his good fortune that Ben was her fiance now.

Fourarms shifted back to Ben with Looma still towering over him affectionately, Gwen's head darted in Kevin's direction with a stern questioning gaze directed at him.

"Did you know about this? That he would have to marry 'her' if he won the fight?"

Kevin looked uneasy and peered off the side unsure how to weasel his way out of trouble. "Kinda, i'm a little foggy on royal Tetramand rules, but i really needed that engine block, y'know. Now they came collecting, but Ben, on his own free will i might add, saved an unwilling bro from an arranged marriage. i call that 'true friendship', Gwen." Kevin finished lamely hoping his excuse would spare him from Gwen's wrath. she sighed and turned back to the couple.

and right on cue the rift distortion rippled through the air once again, Gwen felt a little different and not so angry anymore. annoyed maybe by Kevin's actions that caught up to Ben, but nevertheless she can accept this and still love Ben even if he's shared with more than one other girl. God willing its not an entire city's length population of females that comes chasing him next.

Ben twitched his eyebrow in annoyance that Kevin's trouble was now his. 'You suck, Kevin. i can't believe you're pawning her of-!' His train of thought was interrupted when he was picked up bridal style by said Tetramand princess;Looma.

"Wha-? Are we having a rematch?" Ben asked in stupor at being held in her arms. She simply giggled and waved off his suggestion.

"Of course not, silly. we're going to go up and have a long cherished tradition of engagement proposal intercourse. All Tetramand royals do it; the time that proposal and battle victory is achieved between spouses we consummate right on the spot." Looma explained.

'What!? What kinda rule is that?!' Ben thought mildly fearing the thought of a heavy weight amazoness warrior with super strength on top of him out of care for his body. "W-wait...did Kevin and you do that too?"

"Not at all, he wasn't Tetramand and i was too inexperienced at the time, but this time its different since you are somewhat Tetramand and i know plenty now." She responded lifting him up so she could slide her tongue into his mouth sucking on his lips hungrily in a sexual way.

Gwen twitched an eyebrow in annoyance, but accepted it nonetheless for she felt this 'ladies man' situation with Ben will only escalate. 'I may be at peace with that, but i can still very much dislike it.'

Kevin simply looked relieved that he wasn't the groom on the altar now, pressing a button on his key-chain he summoned his somewhat wrecked muscle car to the area to sign off. "Well it looks like those two lovebirds will want some privacy and i need to get going, i do have a home and a job here on Earth after all."

Gwen whipped around with a questionable look. "Wait, she isn't taking him with her off-world for good, is she?" she asked clearly worried.

"Nah, the wedding won't be held for another couple of years, right now she's just taking him up to her ship for a round of sex that is sorta like early consummation. She'll drop him back off and head back to her homeworld until its preparation time. They take their traditions very seriously." Kevin explained easing Gwen a bit.

Looma let go of her liplock on Ben and signaled her father's flagship to beam them up.

"You're going to drop me off back on Earth, right?" Ben asked to which she nodded to.

"Of course, but I'm just letting you know now its my first time." Looma started sweetly then tossed Ben up with ease and grabbed him to place over her left shoulder. "Be gentle."

With her prize lugged over her shoulder Looma walked to where her father was standing as the teleport beam descended upon them. Ben looked at Gwen with a small pleading look of despair, but Gwen only smiled assuredly at him. "You'll be fine, Ben, just another one of 'those' moments you gonna have to deal with. I'll be waiting for you at my house."

Sighing Ben nodded as he,Looma, and Gar were beamed up instantly. soon enough the fleet of Tetramand ships ascended back into outer space with Gar's flagship towing the arena with them.

a short while later Ben, still in his regulars, sat patiently on a large oval shaped bed in a private quarters room on the ship waiting for Looma.

Earlier Ben was comfortable with all the strange happenings taking place, but this was a bit over the line. He would expect Kevin to have some of past mistakes coming back to haunt him, but certainly not expecting to be forced into an arranged marriage with a warrior Tetramand princess.

'Life's full of wonders.' He mulled when the door's slide to the side opening to reveal Looma, except in a sight that made Ben's blood rush to his head.

The Tetramand girl was wearing what appeared to resemble a one-piece swimsuit that truly showed her physique, which was toned in a still attractive manner. her bust was surprisingly large given her appearance in armor accompanied with a more feminine appearance than expected. With her helmet off Ben viewed a cute beauty in her seeing her face with raven dark hair tied up in an upward bun with bangs to the side of her face.

"Wow, Looma, you look great." He stated perking up when the time/space wave resonated throughout the area.

"Now you're simply stating the obvious, lover. I need you to demonstrate that appreciation physically." She said lowering her voice in a more sultry way. The look of clear predatory instinct written in her face as she crawled onto the bed towards him.

Ben was a bit panicked seeing as how she could literally crush him if he didn't do this the right way, his hand went to the Omnitrix on reflex. He knew just the right alien for the job and figured she wouldn't complain a bit, but Looma's upper right hand reach forth and stopped him.

"Ah-ah ah, no changing shape, beloved. As much as i would like to make love to you in your Tetramand form, I still wish to do that with your true form. Trust me, when the second round is on then this room will be destroyed with the unrestrained passion of two mighty Tetramand warriors, but for now just stay you."

Ben reluctantly nodded and moved his hand away from the watch, Looma soon enough pressed herself forward and locked her two upper arms around his upper back as her other two arms cupped his butt.

'Wow she's got a strong grip. Hope she doesn't...break my pelvis from this.' Ben thought when he felt Looma's tongue slither past his lips and wriggle around inside his mouth.

Of course her hands went to work removing every inch of Ben's clothing until nothing but his boxers remained, with precise gentleness the Tetramand warrior snaked her lower right hand underneath the elastic waistband.

Ben felt heated now, despite her rough exterior she knows when to be gentle. His fully erectile pole was fished out and remained within the palm of that hand being treated to her soft stroking hand.

Her face move from his and placed gentle kisses along his neckline while her upper left hand massaged around his chest.

"Glad you're enjoying this, beloved. Now i assume like most humans you wish to see 'them'?" She whispered flickering a tongue around his right earlobe. Ben figured she meant her breasts and nodded, Looma moved herself off of him and stood back in full view of him.

Ben's head perked up to see the show but quickly his expression deadpanned when Looma was doing something else.

Her upper pair of arms reached around her head while her lower pair placed themselves on her hips, her body in a pose like she were modeling herself, as she started flexing the muscles of her limbs for Ben.

Her abs flexed along with her arms/legs like she was completely a bodybuilding super model auditioning for him. "Uh...Looma? What are you doing?"

"Hm? Showing off my physique of strength, i thought all humans enjoyed seeing Tetramands showing their muscles. Does that not increase your arousal?" She answered innocently making Ben chuckle a bit.

"Its really the opposite actually, i don't know where you heard that, but i don't think it applies in the bedroom." Ben addressed the now embarrassed Looma Redwind.

She stopped flexing and used all four of her arms to grab her tight lingerie and rip it off with ease. He was taken by surprise by her sudden action but pleased to see her attractively toned body in all its red glory. Her breasts were as large as he figure them to be; double D cup with orange/pink nipples, with pubic area displaying no hair above the light orange/pink opening of her womanhood.

Ben instantly felt his erection pressing against the cloth of his pants, Looma of course waited no longer and took ahold of his clothing to rip it all off like paper.

!"I'm gonna a new change of clothing when you drop me off back home, ya know." Ben retorted to her but she was preoccupied with gazing all four of her eyes on his tower of hard flesh standing ready.

She leaned down to where he chest pressed against his groin area and proceeded to squish the soft large mounds of breasts over his throbbing cock. Ben was elated and the same time grateful she was taking careful steps not to injure him, but he probably wouldn't have felt it anyway due to his elevated sense of bliss.

Those soft rough yet squishy orbs massaged his dick slowly, she used only her upper set of arms to do it while her other set simply felt around Ben's hips trailing his thighs.

she leaned forward a bit so she could flick her tongue along the protruding head of his meat stick between her tits. Gradually her flicks turned into light licks that took time savoring the taste and whirling around the nob of flesh.

'Go deeper, Looma!' Ben thought in distress. The immense pressure from her breasts, while not harmful, was a sensation of utter tightness and firm flesh. He enjoyed the feeling and she was teasing him with her tongue play on his meat, but his prayers were answered when she encased her dark lips on head letting Ben feel intense suction of Looma's lips on his crown.

The breasts continued squishing the shaft in-between with the Tetramand princess sucking the head, his hands gripped the sheets of the bed as soon enough his lower body jolted repeatedly. Ben was cumming hard within her grasp resulting in strings of cum splattering her crimson breasts and coating her dark lips. His body ceased spasm after a moment and Ben looked over to see his aftermath of Looma's face and breasts being coated in his baby gravy.

She smiled and licked around her lips delightfully consuming it all, her four hands went to her breasts to scoop the rest off so she could suck the contents into her mouth too.

"I assume you're already prepared for the finisher, beloved, i know from experience you don't tire easily." Looma cooed cradling his head in one of her hands.

"You got that right."

Seconds later she was on her back laying on the now shaking bedspread with Ben atop of her holding her legs up while he furiously drove his cock into her womanly crevice. He had taken virginity just now and had begun driving his manhood into her clench tight pussy like a hungry animal. Looma craned her head back with her large tits being fondled by all four of her hands, she absolutely loved the rough side of sex and Ben was proving to be a natural.

He had her breathing hard and approaching orgasm, which was deemed impressive for a human to be able to bring out in a Tetramand.

Her breath had panted faster and Ben's hips slapped into hers had done so harder, her firm red legs jerked in the air with each strengthened thrust.

Looma's back arched with her now crying out in howling orgasm, her red/orange vaginal muscles clamped repeatedly on Ben's cock forcing him to resign to his own climax. He cried out as well before slamming his body on top of her one last time thus depositing glob after glob of white creamy substance into her moist womanly depths.

Tumbling over to the side Ben lay spent, yet if need be another round then provide it he could. He figured that's what Looma would want, turning to his side to look at her he eyed her warrior beauty and wondered if there was more to her than appeared.

Her face turned to the side with a satisfied. "You are quite formidable in your human form, i have never heard of a human male successfully bringing a Tetramand female to full on climax before, but then again we are the only couple of that design that i know of." She commented letting her breasts heave in sync with her panting, Ben could say he was enjoying the view full well.

"I think its high time to end this day on another high note, don't you think?" Ben added with a confident smile and gestured to his Omnitrix. A certain hologram popped up letting Looma's face change to one of excitability.

Not more than a minute and a half later the male Tetramand version of Ben, otherwise known as 'Fourarms', held the princess up with his upper set of arms with her back pressing against his chest and his large red/ridged cock slowly penetrating Looma's ass.

"I happen to believe you'd like it rough." Fourarms said in his deeper voice. His lower set of arms were down by her hips where his hands squeezed her red buttcheeks and held them apart to where he could aim his member.

"Nghuagh!" He hollered feeling the intense tightness slowly swallow his dick little by little.

Looma, however was not accustomed to his strange mixture of pain and pleasure, but she wanted it to proceed no matter what. Her eyes squeezed together and her bottom lip was bitten, even as a warrior this was a test of endurance and pain all its own, but soon enough it passed and anal pleasure followed with a large red/meaty cock burrowing into her depths.

"Oooaahh yes! Ben harder! Harder i demand of you!" She cried out in ecstasy.

Ben complied and now started slamming his mighty hips upwards with his tool shoving itself deep into her anus. Both red alien bodies are sweaty and slapping against each other wildly.

Looma felt the repeat nirvana of Fourarm's ridged meat now pounding into her ass faster and faster. You could practially hear the flesh slapping noises from outside the bedroom, in fact some guards were indeed hearing it, with these titans meshing into each other.

Her body jolted up and down repeatedly and before long Fourarms grabbed her head with one of his upper arms and pulled Looma into a steamy loving lip-lock. She closed her eyes savoring this moment, inwardly anxious for the wedding day and whenever Ben would plant his seed in her in hopes for a child.

Her tongue wrestled with his strong one, almost literally, for dominance but a few seconds later Ben(Fourarms) tensed up feeling her anus clench down on his cock in an Earth shattering orgasm .

She hollered loudly in his mouth while her pussy clenched squirted juices onto the bedspread with her butt clenching tight on large red cock before getting filled up with Tetramand semen.

She broke from the kiss to breath out her loud moans while her climax slowly subsided. With a plop she fell off of Fourarms and landed on the bed, nearly destroying the frame, with an extremely content/satisfied smile written on her face.

Fourarsm panted, with his now flaccid length oozing sperm, like he had just wrestled in an arena with Ten Loomas. The Omnitrix timer beeped its timeout function letting the green flash of light consume him leaving a naked human Ben in its place. He soon collapsed onto the bed next to her, her arms found their way to his shoulders so she could cuddle next to her future husband.

"Greatest consummation ever, i think this should be archived in the history wall in our palace's historical center. The people should know the full 'capabilities' of the princess's future husband after all." Looma rambled excitedly leaving Ben to chuckle nervously.

"I don't think that will be necessary, not too comfortable broadcasting my sex life to the public. Just show em a video of our battle and they'll get the idea." Ben suggested hoping she'll accept.

"Hmm, that is a better idea. Very well then." She agreed pulling Ben to curl up against her busy red chest. "The Future should hold many surprises for us, Ben Tennyson."

"Yeah. i think it should." Ben answered blissfully unaware the time/space wave that just rippled through out the air.

Eventually...

Ben was dropped off back home via teleportation beam wearing over-sized spare Tetramand clothing that usually palace guards wear. Stumbling within the getup he made his way home and to his bedroom to change when a certain voice startled him from behind.

"Benjamin Kirby Tennyson."

!

Ben whipped around nearly tripping the clothing he wore to see the ever so kooky-

"Professor Paradox?"

The otherwise eccentric and upbeat scientist held a somewhat grim expression before he spoke next. "I'm afraid we have quite the situation to remedy, ma boy. A rather Omniversal one."

End chapter

Next chapter: an Omniverse away

AN: Well that's that, fellas. hope you liked it. next chapter will of course feature the plot of the story as well as a threeway between Ben,Gwen, and Ester. Leave any thoughts comments, suggestions if ya have any. Laterz.**  
**


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